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Caza Gold Corp. Receives Final Receipt for IPO Prospectus

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. 

Vancouver, Canada – October 27, 2010 – Greg Myers, CEO and President of Caza Gold Corp., is pleased to announce that Caza Gold Corp. (the “Company”) has received final receipt of its long form prospectus from the British Columbia, Alberta, and Ontario Securities Commissions (the “Securities Commissions”) for an initial public offering (“IPO”) of a minimum of 6,500,000 units and a maximum of up to 8,000,000 units (the “Offering”) of the Company for gross proceeds of CA$2,275,000 to CA$2,800,000.  A copy of the final prospectus is available on SEDAR at www.sedar.com. 

The Company has engaged Canaccord Genuity Corp. as the Agent for the Offering.  The funds raised through the IPO will be used to complete the first phase of drilling on the Company's Santiago Project in Chihuahua, Mexico and for working capital.

Each unit is comprised of one common share and one-half of a share purchase warrant at $0.35 per unit. Each whole warrant will be exercisable to purchase one common share at an exercise price of $0.45 for a period of up to 18 months from the closing of the Offering.   The warrants are subject to early expiry in the event that the volume weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) exceeds $0.70 for a period of 20 consecutive trading days.

The Company has agreed to pay the Agent a cash commission equal to 8% of the gross proceeds from the Offering.  Caza will issue to the Agent non-transferable share purchase warrants to acquire that number of common shares of the Company as is equal to 8% of the number of units sold pursuant to the Offering, exerciseable at a price of $0.35 for a period of 18 months from the closing date of the Offering.  The Company will also pay the Agent a corporate finance fee, of $30,000 in cash or through the issuance of 85,715 units of the Company at the option of the Agent for corporate finance services related to the Offering and will also pay the Agent’s expenses in connection with the Offering, including legal expenses and the Agent’s reasonable out-of-pocket expenses.

 The Company has applied to list its Common Shares and the Warrants offered under the Offering, on the TSXV.  Listing is subject to the Company fulfilling all of the listing requirements of the TSXV.  The TSXV has granted conditional acceptance for the listing of Caza common shares under the symbol CZY.

Caza Gold Corp. is a gold exploration company focused on the acquisition and exploration of strategic gold properties in Mexico and Latin America.

 

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons," as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.

CAZA GOLD CORP.
Per:

/s/ Greg Myers

Greg Myers
President and CEO

For more information, please contact Gregg Wilson at Toll Free: 1-877-684-9700, tel: (604) 685-9750, fax: (604) 685-9744, email:  gregg@cazagold.com or visit our website, www.cazagold.com.

"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."

CAUTIONARY DISCLAIMER – FORWARD LOOKING STATEMENTS

Certain statements contained herein constitute "forward-looking statements" within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, are "forward-looking statements". We caution you that such "forward-looking statements" involve known and unknown risks and uncertainties, as discussed in the Company's filings with Canadian securities agencies. The Company expressly disclaims any obligation to update any forward-looking statements other than as required by applicable law. We seek safe harbour.